48:12-132 - Stockholders dissenting from consolidation, merger or lease; procedure
48:12-132. Stockholders dissenting from consolidation, merger or lease; procedure
Any stockholder of any company of this State who shall refuse to convert his stock into the stock or securities of the consolidated or acquiring company or who shall dissent from any merger or lease of the property and franchises of his company to another company, may at any time within 30 day after the adoption of the agreement by the stockholders of his company apply by complaint on reasonable notice to the company, or to the consolidated or acquiring company if the consolidation or merger shall have become effective, to the Superior Court who shall appoint 3 disinterested citizens of this State to estimate the damage if any done to the stockholder by such consolidation, merger or lease. Such appraisers shall also separately appraise the shares of the stockholders at the full market value thereof without regard to any depreciation or appreciation thereof in consequence of the consolidation, merger or lease. Their award when filed with the clerk of the Superior Court and confirmed by the Superior Court shall be final and conclusive.
The company, or the consolidated or acquiring company if the consolidation or merger shall have become effective, may, at its election, pay to the stockholder the amount of damages so found, if any, or the value of the stock so appraised and determined. Upon the payment of the value of his stock it shall be transferred and belong to the company, or to the consolidated or acquiring company if the consolidation or merger shall have become effective, as the case may be, to be disposed of by the directors or retained.
In case the value of the stock shall not be paid within 30 days after the confirmation of the award and notice to the company, or to the consolidated or acquiring company if the consolidation or merger shall have become effective, the damages so found and confirmed shall have the force and effect of a judgment of the Superior Court for such damages against the company or, in the case of the consolidation or merger which shall have become effective, against the consolidated or acquiring company.
Amended by L.1948, c. 317, p. 1269, s. 7; L.1962, c. 198, s. 145.